Phillip M. Welch and Dorothy Ellen Welch - Page 7

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             As provided above, Mr. Rahill was to transfer all of his                  
             client records and work papers to petitioner, and                         
             petitioner assumed no liabilities and received no rights                  
             to any of Mr. Rahill's accounts receivable.                               
                  There is attached to the agreement a list of the 206                 
             clients who made up Mr. Rahill's accounting practice.  The                
             agreement calls for Mr. Rahill to refrain from soliciting                 
             the business of or otherwise performing services for any                  
             of the listed clients for a period of 4 years, unless                     
             expressly requested by petitioner.  The agreement provides                
             as follows:                                                               
                  4.  Covenant Not to Compete  Rahill agrees that,                     
                  from and after the date of this Agreement for a                      
                  period of four (4) years, he will not (unless                        
                  acting upon a request of Welch), directly or                         
                  indirectly, solicit business from the existing                       
                  clients listed on Schedule A or perform directly                     
                  or indirectly any service for any of the existing                    
                  clients listed on Schedule A of a nature which                       
                  could have been rendered by Welch.                                   

             The agreement makes no provision for the abatement or                     
             termination of the payments to Mr. Rahill or his assigns                  
             in the event of Mr. Rahill's death or disability.  The                    
             agreement contains Mr. Rahill's representation and warranty               
             that the payments received under the agreement are for his                
             covenant not to compete and that the payments would be                    
             reported for Federal income tax purposes as "ordinary                     
             income."  The agreement states as follows:                                




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